Auto Trader : Rules of the Auto Trader Group plc Savings Related Share Option Plan (as proposed to be amended and extended in 2024)

Marked-up to show the changes to proposed to shareholders in 2024

Approval Draft: 25.06.24

Auto Trader Group plc

AUTOTRADER GROUP PLC

SAVINGS RELATED SHARE OPTION PLAN

Adopted by the board of the Company on 6 March 2015

conditional on Admission

Amended by the Committee on [ ]2024 following the approval of shareholders on [19

September]2024 (and applicable to Options granted after that date)

The Plan is a discretionary benefit offered by Auto Trader Group plc for the benefit of its employees. Its main purpose is to increase the interest of the employees in Auto Trader Group plc's long term business goals and performance through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of the Auto Trader Group plc group.

Shares purchased under the Plan and gains achieved by exercising options granted under the Plan are not part of salary for any purpose (except to any extent required by statute).

The Plan will be offered (if at all) at the discretion of the Board.

Participating in the Plan is an investment opportunity distinct from any employment contract. Participation in the Plan entails the risk associated with an investment. An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of histheirown free will.

The detailed rules for the Plan are set out in this document.

		CONTENTS
Rule		Page
1.	Definitions And Interpretation	3
2.	Eligibility	444445
3.	Invitations	5
4.	Applications	6
5.	Scaling Back	666667
6.	Option Price	7
7.	Grant of Options	8
8.	Limits	9
9.	Exercise of Options	10
10.	Leavers and Deceased Participants	121212121112
11.	Takeovers and other Corporate Events	13
12.	Adjustment of Options	171717171617
13.	Alterations	17
14.	Miscellaneous	18

1. DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless the context otherwise requires:

"Admission" means the admission of the issued ordinary share capital of the Company to the Official List of the FCA and to trading on the London Stock Exchange;

"Associated Company" means an associated company of the Company as described in paragraph 47 of Schedule 3 except for the purpose of Rules 10.2(d) (Leavers: transfer out of the group) and 10.6 (Meaning of ceasing employment) when that expression shall have the meaning described in paragraph 35 of Schedule 3;

"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;

"Bonus Date" means the date on which repayment under the relevant Savings Contract is due and from which date an Option is normally exercisable;

"the Company" means Auto Trader Group plc (registered in England and Wales with registered number 9439967);

"Contribution" means a contribution under a Savings Contract;

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"dealing day" means a dealing day of either the London Stock Exchange or any other securities exchange on which Shares are quoted and from which the Option Price is determined;

"Eligible Employee" means a person who satisfies the conditions described in Rule 2 . 1 (General rule on eligibility);

"Grant Date" means the date on which an Option is granted; "HMRC" means HM Revenue and Customs;

"Invitation" means an invitation to apply for an Option as described in Rule 3 (Invitations); "ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"Listing	Rules" means	the Listing Rules published by the FCA, as amended from time
to time	United Kingdom	Listing Authority	;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Option" means a right to acquire Shares granted under the Plan;

"Option Price" means the price at which Shares may be acquired on the exercise of an Option as determined under Rule 6 (Option Price);

"Participant" means a person who holds an Option including his their personal

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representatives;

"Participating Company" means:

1. the Company; and
2. any Subsidiary designated by the Board;

"Plan" means the Auto Trader Group plc Savings Related Share Option Plan as amended from time to time;

"Restriction" means any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 of ITEPA (Restricted securities) would apply if the references in those subsections to the employment-related securities were to Shares and the 'restriction' in that provision;

"Rule" means a rule of the Plan;

"Savings Contract" means an agreement under a certified SAYE savings arrangement, within the meaning of paragraph 48(1) of Schedule 3, which has been approved by HMRC for the purposes of Schedule 3;

"Schedule 3" means Schedule 3 to ITEPA;

"Shares" means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 18 to 20 and paragraph 22 of Schedule 3, unless Rule 11.5 (Exercise following disqualifying event) applies;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006) of the Company and of which the Company has Control; and

"TUPE" means the Transfer of Undertakings (Protection of Employment) Regulations 2006.

1. Expressions not defined in this Plan have the same meanings as they have in Schedule 3, and interpretive provisions in Schedule 3 and any guidance issued by HMRC shall apply in interpreting this Plan except where the Plan expressly provides otherwise.
2. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
3. Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.
4. Where the context admits, a reference to the singular includes the plural and a reference to the male includes the female.

2. ELIGIBILITY

2.1 General rule on eligibility

An individual is eligible to be invited to apply for an Option only if

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1. 1. he isthey areeither an employee (but not a director) of a Participating Company or a director of a Participating Company who is required to work for the company for at least 25 hours a week (excluding meal breaks);
2. hetheyeither satisfiessatisfythe conditions in Rule 2.2 (Individuals eligible) or isarenominated by the Board for this purpose.

2.2 Individuals eligible

The conditions referred to in Rule 2.1(b) are that

1. the individual shall have a qualifying period of continuous service (if any) with the Company or any Subsidiary from time to timea Participating Companyas the Board may decide, such period not to exceed five years before the Grant Date; and
2. the individual's earnings from the office or employment referred to in Rule 2.1(a) are (or would be if there were any) general earnings to which section 15 ITEPA (UK resident employees) applies.

3. INVITATIONS

1. Issuing Invitations
   The Board shall decide if and when Invitations will be issued. If the Board decides to issue Invitations then it must issue an Invitation to each Eligible Employee.
2. Timing of Invitations
   Invitations may be issued at any time but before the Board decides when to issue Invitations it must have regard both to when the Option Price may be determined under Rule 6.1 (Option Price - timing of determination) and any regulatory restrictions on both the issuing of such Invitations and any subsequent grant of Options.
3. Content of Invitations Each Invitation will specify:
4. 1. the date by which an application for an Option must be received (being not less than 14 days after the date of the Invitation);
   2. the Option Price (or how the Option Price will be determined);
   3. any choice of Saving Contracts (in terms of the number of monthly contributions payable);
   4. the minimum monthly Contribution which must not be less than £5 (or as otherwise stated in the relevant Savings Contract) nor more than £10;
   5. the maximum monthly Contribution, which must be not more than £500 or as otherwise specified in paragraph 25 of Schedule 3; and
   6. if any bonus payable under a Savings Contract shall not be taken into account in determining the number of Shares made subject to an Option, then that fact; and.

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1. whether any maximum number of Shares over which Options may be granted under the Plan in respect of the invitation has been set.

4. APPLICATIONS

1. Form of application
   An application for an Option shall be accompanied by an application for a Savings Contract in which the Eligible Employee must state:
2. 1. the Contribution he proposesthey proposeto make;
   2. that his their proposed Contribution, when added to any other Contribution he makesthey makeunder any other Savings Contract, will not exceed the maximum permitted under Schedule 3; and
   3. if he hasthey havea choice of Savings Contract, the Savings Contract chosen.
3. Number of Shares under Option
   An application for an Option shall be for an Option to acquire the largest whole number of Shares which could be acquired at the Option Price with an amount equal to the expected Contributions plus any bonus payable under the relevant Savings Contract on the Bonus Date unless it was specified in the Invitation that the bonus would not be included for this purpose.
4. Effect of limits
   If there are applications for Options over more Shares than permitted under Rule 8 (Limits) then each application for an Option and a related Savings Contract shall be deemed to have been amended or withdrawn under Rule 5 (Scaling back).
   If an Eligible Employee specifies in histheirapplication for a Savings Contract a proposed Contribution which, when added to any other Contribution he makesthey makeunder any other Savings Contract, would exceed the maximum permitted in the related Invitation then the Board is authorised to reduce the proposed Contribution to the maximum amount permitted.

5. SCALING BACK

If valid applications for Options are received for a total number of Shares which exceeds any maximum number permitted by the Board or permitted by the limit in Rule 8 (Limits) then the Board shall scale back the applications using one or more of the following methods:

1. by treating the expected repayment under a Savings Contract as not including a bonus;
2. by reducing the proposed Contributions by the same proportion provided that the reduced amount shall not be less than the minimum amount permitted under the relevant Savings Contract;
3. by reducing the maximum monthly Contribution specified in the relevant Invitation successively by £1, £2, £3 and so on to an amount not less than the minimum amount specified in the relevant Invitation; or

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1. by deeming each choice of a Savings Contract of a five year term as one of a three-year term.

If scaling back under the preceding provisions of this Rule does not make available sufficient Shares to allow all Eligible Employees who have made valid applications to be granted Options the Board may either select applications by lot or decide not to accept any applications on that occasion.

6. OPTION PRICE

6.1 Option Price - timing of determination

The Option Price may only be determined by reference to dealing days falling:

1. within the period of 6 weeks starting on:
2. 1. the day on which amendments tothe Plan isareapproved by the shareholders of the Company at the Company's 2024 Annual General Meeting;
   2. the dealing day after the day on which the Company announces its results for any period; or
   3. any day on which a new Savings Contract prospectus is announced or comes into force; or
   4. any day on which changes are announced, effected, or made to the legislation affecting share option schemes which are subject to the provisions of Schedule 3
3. at any other time when the circumstances are considered by the Board to be sufficiently exceptional to justify the issuing of Invitations.,

unless the Company is restricted from issuing invitations during the periods specified above as a result of any restrictions on dealing in Shares, in which case the relevant period will commence on the dealing day after such restrictions are lifted.

6.2 Option Price - method of determination

The Board will determine the Option Price which must be:

1. not manifestly less than 80 per cent (or such other percentage as may be specified in paragraph 28(1) of Schedule 3) of the Market Value (as defined below) of a Share on either:
2. 1. the day immediately preceding the date on which Invitations are sent to Eligible Employees; or
   2. the date specified in the Invitation (such date to be no earlier than the day immediately preceding the date on which Invitations are sent to Eligible Employees and no later than the Grant Date); and
3. in the case of an Option to acquire Shares only by subscription, not less than the nominal value of those Shares.

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For the purposes of this Rule, "Market Value" on any day means:

1. if Shares are quoted in the London Stock Exchange Daily Official List:
2. 1. the middle-market quotation of Shares (as derived from that list) for that day;
   2. if the Board decides, the average of the middle-market quotations of Shares (as derived from that list) over the three dealing days ending on that day; or
   3. the middle-market quotation of the Shares (as derived from that list) on such other dealing days as may be agreed in advance with HMRC;
3. if paragraph (aa) above does not apply, the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of a Share as agreed in advance for the purposes of the Plan with HMRC Shares and Assets Valuation;
4. if Shares are subject to any Restriction, the Market Value is to be determined as if they were not subject to that Restriction.

7. GRANT OF OPTIONS

1. Grant procedure
   Subject to Rule 5 (Scaling back) and Rule 7 . 5 (Approvals and consents), the Board may grant an Option to every individual who:
2. 1. has submitted a valid application for an Option; and
   2. is an Eligible Employee on the Grant Date.
3. Restrictions on timing of grant of Options
   Options must be granted within 30 days (or 42 days if applications are scaled back) after the first day by reference to which the Option Price is set under Rule 6.2 but not later than 23 March 2025 (that is, the expiry of the period of 10 years beginning with the date of Admission)the tenth anniversary of the date on which amendments to the Plan were approved by the shareholders of the Company at the Company's 2024 Annual General Meeting.
4. Method of satisfying options
   Unless specified to the contrary by the Board at the time of grant of an Option, an Option may be satisfied:
5. 1. by the issue of new Shares; and/or
   2. by the transfer of treasury Shares; and/or
   3. by the transfer of Shares other than the transfer of treasury Shares.

The Board may decide to change the way in which it is intended that an Option may be satisfied after it has been granted, having regard to the provisions of Rule 8 (Limits).

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1. Non-transferabilityand bankruptcy An Option granted to any person:
2. 1. shall not be transferred, assigned, charged or otherwise disposed of (except on histheirdeath to histheirpersonal representatives) and shall lapse immediately on any attempt to do so; and
   2. shallwilllapse immediately if he isthey aredeclared bankrupt.
3. Approvals and consents
   The grant of any Option shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.
4. Option certificate
   Each Participant shall receive an Option certificate as soon as practicable after the grant of an Option to himthemwhich shall state:
5. 1. the Option Price of the Option; and
   2. whether or not the Shares which may be acquired by the exercise of the Option may be subject to any Restriction and, if so, the details of that Restriction.

8. LIMITS

1. 10 per cent in 10 years limit
   An Option shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 8.2) on or after the date of Admissionin the period of 10 calendar years ending with that year under the Plan and under any other employee share plan (of any type) adopted by the Company to exceed such number as represents 10 per cent of the ordinary share capital of the Company in issue at that time.
2. Meaning of "allocated" For the purpose of Rule8.1:
3. 1. Shares are allocated:
   2. 1. when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted;
      2. where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred; and
   3. any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right shall be treated as "allocated"

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unless they are already treated as allocated under this Rule.

8.3 Post-grant events affecting numbers of "allocated" Shares For the purposes of Rule8.2:

1. where:
2. 1. any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or
   2. after the grant of an option, award or other contractual right the Board determines that:
   3. 1. it shall be satisfied by the payment of cash equal to the gain made on its vesting or exercise; or
      2. it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury),

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as "allocated"; and

1. 1. the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.
2. Changes to investor guidelines
   Treasury Shares shall cease to count as "allocated" for the purpose of Rule 8 . 1 if institutional investor guidelines cease to require such Shares to be so counted.
3. Board Limit
   The Board may impose a limit on the number of Shares over which Options may be granted on any particular occasion.

9. EXERCISE OF OPTIONS

1. Normal period for exercise
   An Option may only be exercised during the period beginning with the Bonus Date and ending 6 months after the Bonus Date except where Rule 10 (Leavers and deceased participants) or Rule 11 (Takeovers and other corporate events) applies.
2. Long stop date for exercise
   Unless Rule 10.1 (Deceased Participants) applies, an Option shall not be capable of exercise later than 6 months after the Bonus Date and, if not exercised, it shall lapse at the end of that period.
3. No exercise on early cessation of savings
   Regardless of any other rule of this Plan, where, before an Option has become capable of

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